Advent
pro sources uses equity ownership shares issued to shareholders estimated cash in trust potential financing total rolled cash to balance sheet to support project development and working capital cash used to repurchase warrants estimated fees expenses total valuation shares outstanding shares value less cash enterprise value illustrative sponsor financing public owners shareholders to be issued shares of class a common stock at share cash in trust and assumes no redemptions of class a common stock there were shares of class a common stock outstanding and shares of class common stock outstanding as of is seeking million of additional financing as part of the transaction assumes that potential financing is in the form of class a common stock issued at share assumes repurchase of all of the public warrants and of the private placement warrants at warrant of the private placement warrants will be forfeited estimated fees expenses includes deferred underwriting fees and other expenses inclusive of of net cash as of and cash to balance sheet resulting from the transaction energy a a | Advent
Company
Deck Type
Sector
Industry
Deck date
October 2020
Slide
35 of 45
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transaction proposal on dell agreed to purchase all of the outstanding shares for a theoretical price of per share in cash and newly issued class common shares of dell subject to a billion cash cap although dell claims the offer represents a premium to closing price prior to the announcement they fail to highlight that the is a discount to the true economic value of the shares but in reality their offer is much worse than only a discount because it is only partially payable in cash and the figure relies on the embedded assumption that dell will trade for following the exchange a wildly optimistic assumption for a company whose core business faces secular and whose controlling shareholders have a demonstrated track record of pernicious governance to achieve their valuation dell has used great imagination and financial engineering for example in coming up with their dell has used magical accounting to convert the tracking stock they are buying from us which now trades at to the price of thus capturing an incremental value of approximately billion for their offer simply by waiving a magic wand as recently as dell had an independent firm value its class common shares at only per share for the purpose of equity awards and repurchases going back less than a year on dell valued the shares at in a tender offer to purchase class shares they are now hoodwinking shareholders by offering the same shares valued at as currency to buy your stock technologies capital | Icahn Enterprises
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